1 United filed its own brief on appeal; Harmony and Amerigroup filed a joint brief on appeal.

2 Prior to or

al arg uments, th e partie s filed an agree d motion to d

ismiss Def

endantAppellee, United Health Care of Illinois, Inc., from this appeal. We now gra nt said motion. FOURTH DIVI SION MAY 15, 2008

No. 1-07-0039

MIDWEST EMERGENCY ASSOCIATES-EL GIN LTD., ) Appeal from the and SULLIVAN URGENT AI D CENTERS, LTD., ) Circuit Court of d/b/a Sullivan Urgent Care Centers, L td., ) Co ok Co un ty. Individually

and on Behalf of All Others Similarly Situated, )

) Plaintiff s-Appell ants, ) ) Nos. 06 L 6316 v. ) 06 L 6318 ) 06 L 6319 HARMONY HEALTH PL AN OF IL

LI NOIS, I NC., ) AMERIGROUP ILLINOI S, INC., and ) UNITED HEAL

THCARE OF IL

LI NOIS, I NC., )

) Honorable Bernetta D. Bush, Defend ants-App ellees. ) Judge Presi ding.

JUSTICE CAMPBEL

L del ivered t

he opinion

of the co urt: This is an appeal by

plaintiffs, Midwest Emergency Associates-Elgin, Ltd., and Sullivan Urgent Aid Centers, L

td., from an order of the circuit court of Cook County dismissing an action against defendants, Harmony Health Plan of Illinois, I

nc., Amerigroup I llinois, Inc., and United Healthcare of I llinois, Inc, under section 2-619 of the Code of Civil Procedure . 735 IL CS 5/2- 619 (West 2006). 1 This appeal concerns only Harmony He alth Plan of Illinois Inc . and Amerigroup Illinois, I

nc. (collectively

Harmony He alth). 21-07-0039

2

Midwest Emergen

cy Associat es-Elg in, Lt

d. (Midwe st), and Su

llivan Ur gent Ai d Centers , Ltd. (Sullivan or, collectively , Midwest), are healthcare providers lice nsed by the State of Illinois, and Harmony

Health administers Medicaid managed ca re programs. Midwest filed a putative class action against Harmony Health, seeking to recover the f ull billed amount for emerg ency

medical s ervice s that Midw est provi ded to Med icaid be neficia ries enr olled in Harmony He alth's managed care plans. We find tha

t Harmony

Health r eimburse d Midwest i

n accor dance w ith fede ral and s tate law, as well as the parties' individual agr eements as Medicaid providers, and therefor e affirm the trial cou rt's or der gr anting H armony

Health' s motion to di smiss. STATUTORY BACKGROUND: MEDI CAID REI MBURSEMENT Medicaid is a joint federal and state gover nment entitlement program that provides financial resources to needy persons for healthcare service s. In I llinois, the Illinois Department of Healt hcare a nd Family

Service s (HFS) i s respons ible for p roviding healthc are cov erage

to individuals who are eligible for Medicaid. The Federal Medicaid Progr am Title XIX of the Social Security Act (42 U.S.C. 1396 et seq. (2000)), creates a medical assistance program (Medicaid) tha t provides resources to low-income individuals and families for healthcare services. Harris v. McRae , 448 U.S. 297, 65 L. Ed. 2d 784, 100 S. Ct. 2671 (1980). The Medicaid program is a jointly -funded federal and state g overnment endeavor. The United States Centers for Medicare and Medic aid Services (CMS) administers the Medicaid program at the feder al level. See Pediatric Specialty Care , Inc. v. Arkansas Department of Human Services , 364 F.3d 925, 933 ( 8th Cir. 200 4). State particip ation in thi s1-07-0039

3

progra m is optiona

l; howeve r, once a state ele cts to par

ticipate in the Med

icaid pr ogram, it must comply with cer tain fed eral re quireme

nts as a c ondition pr

eceden t to fede ral fund ing. 42 U .S.C. §§1396a( a), (b)(2000); Harris , 448 U.S. at 301, 65 L. Ed. 2d at 794, 100 S. Ct. at 2680. Participa ting sta tes have wide lati tude in de signing

and admin

istering state Med

icaid programs. For example, states may administer Medicaid benefits via either: (1) "fe e-for-service" programs or (2) manag ed care programs. See Me dicaid Managed Care, 63 Fe d. Reg. 52022, 52022 (September 29, 1998). Fee-for-Service In the traditional fee-f

or-service arrang ement, the state enters into direct provider plan agreements with healthcare se rvice providers. Providers that filed a provider plan ag reement with the state's Medicaid agency can submit claims for reimbursement directly to that agency . 42 U.S.C. §1395(a) (2000). Reimbursement rates are prede termined by a f

ee schedule fixed by

the state, and p rovider agreement s provide t hat such payments co nstitut e "payment in full." Specific ally , the Socia

l Security Act provides that " [a] State pla n must prov

ide that the Medica

id agenc y mu st limit par

ticipatio n in the Me dicaid pr

ogram t o provide rs who ac cept, as

pay ment in full, the amounts paid by the ag ency plus any deductible, coinsurance, or co-pay ment required by the plan t o be paid by th e individu

al." 42 C .F.R. §44 7.15 (200 7). This r egulat ion is inten

ded to minimize the financial strain on state Medicaid programs. Managed Care In a manag ed care arrang ement, the state contracts with managed ca re organizations (MCOs), to provide medical benefits to Medicaid recipients. 42 U .S .C . §1 396 b(m ) (2 000 ). In order to administe

r Medica id benef its, an MCOmust enter

into an ag

reemen t with the s tate in1-07-0039

4

which the MCO agrees to comply with all rules and regulations governing the Medicaid program.

MCOs then enter into private contracts with healthcare provide rs to establish provider networks. 42 U.S.C. §1936b(m)(1)(A)(i) (2000). Medicaid bene ficiaries are required to seek medical treatment from approved providers within their MCO' s established network(s). The MC Os r eim bur se n etw ork pro vi der s fo r se rvi ces at r ate s m ut ual ly agr eed upo n by c ont rac t. In exchange, MCOs receive a set monthly premium per Medicaid member from the state. 42 U.S.C. §1396b(m)(2)(A)(iii)(2000). The I llinois Med

ical Assi stance Pr

ogram Illinois participates in the federa l Medicaid program. 305 I LCS 5/5-1 et seq. (West 2006). The HFS is the state agency responsible for providing healthcare c overage for adults and children who qualify

for Medicaid. American Society of Consultant Pharmacists v. Garner , 180 F. Supp. 2d 953, 958 (N.D. Ill. 2001). Illinois's Medicaid participants ca n receive benefits through either a fee-for-service or a managed care ar

rangement. I

n the fee-for-service ar

rangement, HFS unilaterally sets the rate of reimbursement for the medical assistance for whic h payment is authorized. 89 I ll. Adm. Code. §140.23( d), amen

ded at 8 I ll. Reg 6 785 (eff

. April 27, 1984). I

n order t o provide service s to Illinois Medicaid recipients, providers must file with HFS an a greement for participation in the Illinois medical assistance prog ram (HFS provider agree

ment); HFS provider agreements re quire provider s to comply

with cer tain minimu

m feder al and sta te standa rds in ord er to par ticipate in the state 's Medic aid prog

ram; the a

greements also

gover n the dire ct commer

cial rel ationship1-07-0039

5

between HFS and providers. 89 Ill. Adm. Code §140.11(a)(6), amended at 28 I ll. Reg. 4958 (eff. March 3, 2004). In a ccorda nce with f

ederal law, HF S regula

tions state

that: "If a provide

r accepts an individual eligible for medical a ssistance from [HFS] a s a Medic aid rec ipient, su ch provid er shall n ot bill, demand, or otherwise seek reimbursement from that individual or from a financially

responsible relative or representative of the individual for any ser

vice for which reimbursement would have been av ailable f

rom [HFS] if

the provi der had t

imely and prop erly billed [HF S]." 89 Ill. Adm. Cod e §140.12 (i)(1), amended at 31 I ll. Reg. 8485 (eff. May

30, 2007). Under I llinois's manage d care progra

m, HFS ent

ers into a contract for fur

nishing health services by a

managed care org anization (MCO agreement) with an MCO. 305 I LCS 5/5-11(b) (West 2006). MCO agreements provide that the MCOs, rather than H FS, underwrite and administe r cover age for Medica

id enrolle es. Thus, the MCOs- -and not H FS--re imburse providers for services rendere d to the MCO enrollees. 89 Ill. Adm. Code §140.12(i)(1), a mended at 31 Ill. Reg. 8485 (ef

f. May 30, 2007). The delivery

of medical services in an MCO arrang ement is structured as follows: MCOs estab lish provi der net works throu gh priv ate con tract s wit h heal thcare provi ders. An MC O's Medicaid enrollees are required to utilize healthcar e providers within their MCO networks. See 42 C.F.R. §438.206(b)(1) (2007). Providers and MCOs negotiate ra tes of reimbursement for services that may

differ from the rates paid by the state in a fee-for-service arrangement. See 421-07-0039

6

C.F.R. §438.12(b)(2) (2007). In a n MCO arrangement, the state and providers are not in privity of contract with each other in connection with reimburse ment for services that are provided to an MCO's enrollees. Instea

d, HFS pays a pa

rticipating MCO a fixed monthly pay ment, or "capitation pay

ment," for each individual Medicaid benefic iary enr olled in the MCO's program. See Medicaid Managed Care, 63 F ed. Reg. 52022, 52022 (September 29, 1998). Emerge ncy Medical Service s Feder al and sta te law pla ce spec ial requ

irements on healthcare pr

oviders a nd MCOs in connection with the provision of emergency medical treatment. First, th e Ill inois Emer

gency Medical Treatme nt Act provides tha

t "[n]o hospi

tal, phy sician, d

entist or o ther pro vider of profess ional hea

lthcare license d [in Il linois] may refuse to provide needed emergenc y treatment to any

person whose life would be threatened in the absenc e of such treatment, because of that person' s inability to pay therefor, nor because of the sourc e of any pay ment promised therefor." 210 I LCS 70/1 (West 2006). Federal law likewise r equires healthcare providers to perform " necessary stabilizing treatment for emergency medical conditions" regardless of a patient' s inability to pay for such services. 42 U.S.C. §1395dd(b) (2000). In connection with that mandate , federal Medicaid law requires that a n MCO in contract with the st

ate to ad minister a Medicai d manag ed care

progra m must provi de its enr

ollees wi th coverage for emer

gency medical services, regardle ss of whether the emergency healthcare provider is part of that MCO' s approve d provide r networ k(s). 42 U .S.C. §1396u-2(b)(2)(A)( i) (2000); 42 C.F.R. §438.114(c)(1)(i) (2007). Reflect ing stat e and fe deral r

equirements per

taining to emerg ency

medical s ervice s, MCO agreements with HFS provide an exception to standard MCO networ k restrictions in emergency1-07-0039

7

situations . Specifi cally , the ag reemen ts provide that MCOs " shall pay

for all a ppropria te Emergency

Services rendered by

a non-affiliated provider * * * at the

same ra te [HFS] wou

ld pay for suc

h services, unless a different rate wa s agreed upon." (Emphasis adde d). FACTS The following facts are rele vant on appeal. Midwest and Sullivan are service corporations licensed by

the State of Illinois to provide healthcare se rvices to Illinois residents. Midwest e

ntered i nto HFS pr

ovider a greements with t

he State t o provide healthc are ser

vices to Medicaid beneficiaries. I n return, Midwest agreed to acc ept reimbursement from HFS at the HFS fee -for-se

rvice r ate. Spec ifically

, the prov ider ag reemen ts provide that "[Mid

west] shal l receive payment based o n [HFS'] rei mbursement rate, which s hall const itute payment in f ull." Harmony Health Pla

n of I llinois, I

nc., and Amerig roup I llinois, I

nc. (col lectivel

y Harmony Health) , are Illinois-lic ensed he alth maint enance organ izations. H armony

Health entered into MCO agreements with HFS to administer manag ed care plans for the State of Illinois. Under these MCO agr eements, Harmony

Health is required to establish provider network s for its Me dicaid e nrollee s. To do so, Harmony Health ne gotiate s private ly w ith healthcare providers to set rates at which pr oviders will accept reimbursement for services rendered. In r

eturn, Harmony

Health's Medicaid enrollees must, in most circumstances, see k medical treatment from providers who belong to these pr ovider networks (affiliated providers). The record reflects that for the pa st five years Midwest has provided emergency medical services to Harmony Hea

lth's enrollees. During that time period, Midwest was not a pa rt of Harmony Health's managed ca

re networks and had not negotiated any rates of reimbursement for emergency

medical services with Harmony Health. Harmony

Health reimbursed Midwest, a1-07-0039

3 Hereafter "nonaff

iliated provider" refers to a hea lthcare provider that is not part of an MCO's network and has not otherwise negotiate d with an MCO for a particular rate of reimburs ement for the pro vision of e merge ncy service s. Harmon

y H ealth ha s made pr

ivate agreements that solely

concern reimbursement of emerg ency medic al services with healthcare providers that are not part of its networks. 8 nonaffiliated provider, 3 at the same rates of reimbursement as set byHFS in the Medicaid feefor-service program. Midwest c ommence d a putati ve class action la wsuit ag ainst Har

mony Health, s eeking

to recover the difference

between its billed charges and the re imbursement amounts actually paid by Harmony He alth over the five-y ear period preceding the la wsuit. Midwest based its complaint on theories of quantum m eruit , unjust en richmen t and the St

ate Promp t Pay

ment Act. 30 IL

CS 540/0.01 et seq . (West 2006). In response, Harmony

Health filed motions to dismiss under sections 2-619 and 2-615 of the Illinois Code of Civil Procedure. 735 I LCS 5/2-615, 619(a)(9) (West 2006). Prior to entry of the trial court's order, Harmony Health withdrew its claim for violation of the State Prompt Payment Act. On De cember 12, 2006, the trial court entered an orde r granting dismissal under section 2-619 and deny

ing Harmony

Health's section 2-615 motions. Midwest timely a ppealed the trial court's order gra

nting dismissal under section 2-619; Harmony Health timely appea

led the denia l of its section 2-615 motions to di smiss.1-07-0039

9 OPINI ON On app eal, M idwes t cont ends t hat th e tria l cour t erred in gran ting H armon y Health's section 2-6 19 motion s to dism iss on the grounds that Midwest's cl aims were barred by its HFS provider agreements and Ha rmony Health' s MCO agreements. The stand ard of r eview of a motion to d

ismiss purs

uant to se ction 2-6 19 is de novo

. LaSalle National Bank v. City Suites, Inc. , 325 Ill. App. 3d 780, 789, 758 N.E.2d 382, 389 (2001). A

section 2 -619 motion admits the legal s ufficie ncy of the complaint but

raises d efects , defenses or other affirmative matter that de feats the plaintiff's complaint. LaSalle National Bank v. City Suites, Inc

. , 325 Ill. App. 3d at 789, 758 N.E.2d at 389. The phrase "affirmative matter" is defined as "something in the nature of a de fense that negates the cause of action completely or refutes crucial conclusions of law or conc lusions of material fact contained in or inferred fr om the complai nt." Glisson v. City of Marion , 188 Ill. 2d 211, 220, 720 N.E.2d 1034, 1039 (1999). Under I llinois law , MCOs are

require d to reimbu

rse medic al claims

accord ing to the ir contracts, as well as the I llinois Public Aid Code (305 ILCS 5/1-2 et seq. (West 2006)), the Illinois Administrative Code (89 Ill. Adm. Code §140.12(i) (1)), amended at 31 I ll. Reg. 8485 (eff. May 30, 2007), the rules and regulations promulgate d by HFS, and a ll applicable federal regulations governing the Me dicaid Program. United Sta tes ex rel. Batty

v. Amerig

roup I llinois, Inc. , 528 F. Supp. 2d 861, 866–67 (N.D. Ill. 2007). I n reviewing Harmony

Health's section 2-619 motions, we consider how these various authorities govern the r elationship, rights, and obligations of the two parties in this case. Harmony He alth's enrollees are normally restricted to affiliated providers with whom Harmony Health ha s previou sly

negotia ted serv ice reim burseme nt rates. Had Har

mony Health1-07-0039

10

and Midwest entered into an express contract with each other regarding the provision of medica l services to Harmony

Health's enrollees, we would look to the terms of that contra ct first to decide this dispute. See Chicago Hospital Risk Pooling Program v. I llinois State Medical InterInsuranc e Exch ange , 325 Ill. App. 3d 970, 758 N.E.2d 353 (2001) (holding that plaintiff, aselfinsurance risk-pooling trust, could not state claims for unjust enrichment or quantum m eruit where express agreement g overned the parties' relationship in allocating liability). Here, however, Harmony

Heath and Midwest did not have a contract for a pa rticular rate of reimburs ement for medica l service s at the time Midwest provided emerg ency

medical s ervice s to Harmony He alth's enrollees. Midwest argues that be cause the parties never entere d into an express c ontract

gover ning re imburseme

nt of such service s, Harmon

y H ealth may

not unilate

rally determine the reimbursement rates for the ser vices Midwest provided. Midwest is mistaken. The propriety

of Harmony H ealth' s reimbursement de terminat ion cannot be gau

ged sole ly by considering

the relationship of the two parties; rather, we must consider the question in the broader context of the Medicaid program. This prog ram establishes "a sy stem of federal funding of state p lans to fu

rnish hea lth care to needy persons t hrough agree ments with

private and public individu als and ins titutio ns capable of p roviding th ose services. " Troutman v. Cohen , 588 F. Supp. 590, 591-92 (E.D. Pa. 1984). In I llinois, healthcare providers are statutorily required to provide emergenc y medical service s to any

individua

l whose lif

e would be

threate ned in the absence of such tr

eatment, regardless of that individual's inability to pay for such se

rvices. See 210 IL

CS 70/1 (West 2006). In some instances the law ef fectively imposes an unf

unded mandate on emergency healthcare providers. Providers may bill a patient directly, but as Ha rmony Health notes, the likelihood of collecting from a Medicaid-elig ible ( i.e ., indigent) patient is remote.1-07-0039

11

The Medicaid program offer s some relief. Emergency service providers that enter into an agreement with HFS to participate in the Medica id program can bill HFS at the HFS fee- forservice rate af ter trea ting a Me dicaid be

neficia ry , but only

by virtue of having

previously entere d into an HF S provider

agree ment. L ikewise, emerg ency service providers who trea

t a Medic aid beneficiary

enrolled in an MCO can bill the MCO for reimbursement, but, again, only if the provider previously e

ntered into an HFS provider agre ement. HFS provider agreeme nts do not guarantee that emerg ency c are providers can recover their full billed amount for services rendered to a Medicaid enrollee. Rather , provider agreements explicitly provide that "[t]he Provider shall rec eive pay

ment base d on [HFS' s] reimbur sement ra te which shall cons titute payment in full." Midwest relies on a Pennsylvania case, Citizens' Ambulance Service Inc . v. Gateway Health Plan806 A.2d 44 3, 447 & n.4 (P a. Super. 20 02), to sup port its p ropositi on that HFS provider agreements onlylimit reimbursement from the state to the provider in the fee-forservi ce progr am, bu t do n ot app ly to reim burse ment p ayments m ade by an MC O in t he sta te's managed care prog

ram. Midwest's assertion fails to contemplate the full scope of I llinois's Medicaid program. We agre e that not

hing in the HFS provider ag reemen ts limit a he althcar

e provide r, like Mid

west, from privately ne gotiating reimbursement rates with MCOs that differ from the HFS fee-forservice rate. We also agree that HFS provider agreements do not g overn the rate of reimbursement that MCOs are obligated to pay providers who treat an MCO's enrollee for an emergency medical cond ition but who are not par t of the MCO 's approved pro vider networ k. But HFS provider agreements are

the legal instruments that create any right on the part of emerge ncy healthcare providers to seek reimburseme nt from an MCO when such providers are not part of1-07-0039

12

the MCO' s network ; likewise , MCO ag reemen ts with HF S are the

legal i nstrumen t that cre ate any obliga

tion on the part of MCOs to reimburse non-network-affiliated emer gency healthcare provider s that tre at one of

the MCOs Me dicaid e

nrollee s. We look a

t those ag reemen ts in tandem to determine the scope of the MCO's obliga tion in emergency

care situations. Harmony Health's MCO A greement with H FS Section 5.15 of Harmony H ealth's MCO agreement with HF S provides that "[Harmony Heal th] shall pay for a ll Emergency

Services * * * rendered by a non-Affiliated Provider * * * at the same rate [HFS] would pay f or such services, unless a different rate was agreed upon." (Emphasis added). Contrary to Midwest's assertion, this section unambiguously forecloses Midwest' s argument that Mi dwest is e ntitled to f

ull reimbu

rsement f or the se rvices it provided to Harmony Health' s enrolle es. While se ction 5.15 certain ly e nables a n emerg ency

care pr ovider to private ly negotia

te a reim burseme nt rate h igher t han the H FS fee- for-se

rvice r ate, it cl early

limits reimbursem ent to the HFS fee-for-service r ate "unless a d ifferent rate wa s agreed upon." Harmony He alth and Midwest never privately agreed upon a particular r eimbursement rate, a point that M idwest concedes; thus, Har mony Health w as requi

red by its MCO ag

reemen t to reimburse Midwest at the HFS fee-for-se rvice rate. Medicaid Program Agree ment The struc ture of M edicaid

create s rights

and oblig ations between the federa l gover nment, state agencies, MCOs and healthcar e providers through various agr eements. Midwest has repeatedly

asserted that although it has no direct contract with Ha rmony Health conc erning the provision of emer gency service s, its clai

ms arise i n quasi-c ontract . Specifi cally , Harmon y H ealth bases its claims on the equitable theories of either unjust enrichment or quantum m eruit or both. Both leg al theor

ies are based on a contra ct implied in law and

apply where one party

perfor ms a1-07-0039

13

service for another's bene fit, the benefitting party accepts the benefit, and the circumstance s surrounding the agreeme

nt indicate that the service was not intended to be gra tuitous. Village of Clarendon Hills v. Mulder , 278 Ill. App. 3d 727, 663 N.E.2d 435 (1996). Harmony He alth's obligations under the Medicaid Progr am run principally to HF S. When Harmony Health r eimburse s a non-affiliate d provide r for eme rgenc y me dical se

rvices provided t

o its enroll ees at th e HFS fe e-for- service rate, it d oes so pursuant to se ction 5.15 of its MCO agreement with HFS. No quasi-contra ctual relationship exists between Harmony Health and Midwest that requires a different result; these parties a re only in contra

ct with each other by virtue of their separate contracts with HFS as pa rticipants in the Medicaid program. To the extent that

Midwest vo luntarily

electe d to partic ipate in th e Medica id progr am, and the Medica

id program prescribes cer

tain reimbursement rates, Midwest cannot allege tha t Harmony Hea

lth has retained a benefit unjustly

. Midwest r

elies on two princip le case s to suppor t its propos ition that " an MCO subj ect to an at-risk agreement to underwr ite Medicaid benefits may not unilaterally impose reimburseme nt rates on provider s in the sa me manne

r that sta tes may impose suc

h reimbursement ra

tes within fee-for service M edicaid." Michael Reese Hospital and Medical Center v. Chicag o HMO, Ltd. , 196 I ll. App. 3d

832, 554 N .E.2d 472 ( 1990); River Par k Hospital , Inc . v. Blue Cross BlueShield of Tennessee, Inc

. , 173 S.W.3d 43 (Tenn. App. 2002). In these case s relief was granted on a quasi-contractual basis. These cases do not change our analy sis, however, because neither court analyzed the terms that a

ppear in Harmony

Health's MCO agreement with HF S. We conclude that the trial court correctly determined that the appropriate rate of reimbursement for a nonaffiliated provider that provide s emergency medical services to an MCO's Me dicaid e

nrollee is the HF S fee-f

or-ser vice ra te. Since the HFS pr

ovider a greements1-07-0039

14

and MCO ag

reemen ts prescribe this r

esult, we need not d

etermine which pa rty 's arg ument is more consistent with the Medicaid program's policy goals. We do, however, find Harmony Health's argument that a diffe rent result would defeat the purpose of Illinois's manag ed care program altog ether particularly compelling. Managed car e risks extinguishment if all nonaffiliated emergency healthcare providers are entitled, under theories of quantum m eruit and unjust

enrichment, to fu

ll reimbursement for servic es provid ed to a managed care or

ganization's enrollees. I f Midwest prevailed, providers would have little to no incentive to privately ne gotiate reimbursement rates with such manag ed care organizations. Illinois implemented a managed c are program as a method of c ontaining the escalating costs of providing medical c are to Me dicaid r ecipien ts. 305 I LCS 5/5 -15 (West 2 006). We c an only speculate that absent a managed c are component, needy individuals who might otherwise be served by I

llinois's Medicaid program will fall through the cr acks. In light of our decision, we need not reach Harmony Health's assertion on cross-appeal that Midwest failed to state a claim for either quantum m eruit or unjust enrichment. For all of the reasons stated above, we a ffirm the judgment of the trial court. Affirmed. NEVIL LE, P.J., and MURPHY, J., concur.